Common use of REPRESENTATIONS AND WARRANTIES OF LIBERTY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF LIBERTY. As of the date hereof and the closing of the Merger Agreement, Liberty represents and warrants to Stockholder and the Company as follows: (a) Liberty is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by Liberty and, assuming the due execution and delivery of this Agreement by Stockholder and the Company, is the valid and binding obligation of Liberty, enforceable against Liberty in accordance with its terms, except that (i) the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the performance by Liberty of its obligations hereunder will Conflict with (i) its certificate of incorporation, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Liberty is a party or by which Liberty is bound to the extent such Conflict would materially affect Liberty's ability to consummate the transactions contemplated hereby or (iii) any injunction, judgment, writ, decree, order or ruling applicable to Liberty to the extent such Conflict would materially affect Liberty's ability to consummate the transactions contemplated hereby. (d) Except as set forth on Schedule 1.2(d), neither the execution and delivery of this Agreement nor the performance by Liberty of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Liberty or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings with the FCC or pursuant to the Xxxx Xxxxx Act, and the rules and regulations promulgated thereunder or the federal securities laws.

REPRESENTATIONS AND WARRANTIES OF LIBERTY. As of the date hereof and as of the closing of the Merger Agreement, Liberty represents and warrants to Stockholder the Stockholders and the Company as follows: (a) Liberty is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by Liberty and, assuming the due execution and delivery of this Agreement by Stockholder the Stockholders and the Company, is the valid and binding obligation of Liberty, enforceable against Liberty in accordance with its their respective terms, except that (i) the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the performance by Liberty of its obligations hereunder will Conflict with (i) its certificate of incorporation, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Liberty is a party or by which Liberty is bound to the extent such Conflict would materially affect Liberty's ability to consummate the transactions contemplated hereby or (iii) any injunction, judgment, writ, decree, order or ruling applicable to Liberty to the extent such Conflict would materially affect Liberty's ability to consummate the transactions contemplated hereby. (d) Except as set forth on Schedule 1.2(d), neither the execution and delivery of this Agreement nor the performance by Liberty of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Liberty or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity (as such term is defined in the Merger Agreement) or public or judicial authority, other than any required notices or filings with the FCC or pursuant to the Xxxx Xxxxx Act, Act and the rules and regulations promulgated thereunder or the federal securities laws.